Critical Metals Corp美股招股说明书(2025-02-27版)

CRITICAL METALS CORP. Primary Offering of7,750,000Ordinary Shares issuable upon exercise of warrants Secondary Offering of100,312,567 Ordinary Shares Thisprospectus relates to the offer and sale by Critical Metals Corp.,BVIbusinesscompany incorporated in the British Virgin Islands,(“us,”“we,”“CriticalMetals”or the“Company”),of 7,750,000 ordinary shares,par value$0.001 per share (“Ordinary Shares”), issuable upon the exercise of 7,750,000 publicwarrants,which were originally issued by Sizzle as part of its initial publicofferingof units at a price of$10.20 per unit,with each unit consisting on oneshareof Sizzle’s common stock,par value$0.0001 per share(the“Sizzle CommonStock”),and one-half of one Sizzle Warrant,which were assumed by Critical Metalsatthe Closing,with each public warrant exercisable for one Ordinary Share at anexercise price of $11.50 per (the “Public Warrants”). This prospectus also relates to the offer and sale from time to time, subject toanycontractual lock-ups with such holder,by the selling securityholders named inthisprospectus(collectively,the“SellingSecurityholders”)ofupto100,312,567OrdinaryShares,which includes(i)67,788,383OrdinaryShares issuedtoEuropean Lithium Limited(“EUR”or“European Lithium”)in connection with theBusinessCombination in exchange for all of the outstanding equity interests of ELATatan effective purchase price of$0.68 per share;(ii)6,778,838OrdinarySharesissuableto EUR in connection with the Business Combination as Earnout Shares,whichissubject to certain terms and conditions relating to the price of the OrdinarySharesduring the five-year period following the consummation of the BusinessCombination,ataneffectivepurchasepriceof11.06pershare;(iii)3,343,750OrdinaryShares issued to VO Sponsor,LLC(the“Sponsor”)inconnectionwith the Business Combination in exchange for 3,343,750 shares of SizzleCommonStock,which consisted of(x)2,621,000 shares of Sizzle Common Stock issuedtothe Sponsor in the form of founder shares prior to the initial public offering ofSizzle at an effective purchase price of $0.0046 per share and (y)722,750 shares ofSizzleCommon Stock that were purchased by the Sponsor simultaneously with theclosingof the initial public offering of Sizzle at an effective purchase price of$10.00per share;(iv)51,600OrdinaryShares issued to the Sponsor in connectionwiththe Business Combination in satisfaction of$129,437 aggregate principal amountoutstandingunder certain promissory notes held by Sponsor at an effective purchasepriceof$2.51pershare;(v)1,247,250OrdinarySharesissuedtoCantorFitzgerald&Co.(“Cantor”or“CF&CO),which includes(x)47,250 Ordinary Sharesissuedin exchange for 47,250 private shares of Sizzle purchased by Cantor in aprivateplacement in connection with the Sizzle IPO at a price of$10.00 per share,and(y)1,200,000OrdinarySharesissuedascompensationtoCF&CO,astherepresentativeof the underwriters in the Sizzle IPO,for its deferred underwritingfeeat a deemed issue price of$6.79 per share;(vi)3,028,356OrdinarySharesissuable to Empery Asset Mater, LTD (“EAM”) pursuant to the Subscription Agreements(as described elsewhere in this prospectus), which consists of (w)114,497 OrdinarySharesissued upon the Closing of the Business Combination as subscription sharesunderthe Subscription Agreement for an effective subscription price of$5.29 pershare,after giving effect the reimbursement payable to such subscriber for open-marketpurchases of Sizzle Common Stock, (x)628,479 Ordinary Shares issued upon theClosingof the Business Combination for no additional consideration as considerationforsuch subscriber’s entity into the Subscription Agreement;(y)571,345 OrdinarySharesissuable upon the exercise of warrants to purchase 571,345OrdinaryShares(the“Empery Asset Warrant”)pursuant to the Subscription Agreement at an exerciseprice of $10.00 per Ordinary Share and (z)1,714,035 Ordinary Shares issued upon theClosing of the Business Combination, which are to be released to the holder at a rate ofthree Ordinary Shares for each Ordinary Share that Empery Asset purchases uponexerciseof the Empery Asset Warrants,for an effective price of$2.50 per OrdinaryShare upon the Table of Contents exerciseof the Empery Asset Warrants;(vii)1,342,430 Ordinary Shares issuable toEmperyTax EfficientIII,LP(“ETEIII”)pursuant to the Subscription Agreements(asdescribed elsewhere in this prospectus),which consists of(w)50,756 OrdinarySharesissued upon the Closing of the Business Combination as subscription sharesunderthe Subscription Agreement for an effective subscription price of$5.29 pershare,after giving effect the reimbursement payable to such subscriber for open-marketpurchases of Sizzle Common Stock, (x)278,598 Ordinary Shares issued upon theClosingof the Business Combination for no additional consideration as considerationforsuch subscriber’s entity into the Subscription Agreement;(y)253,269 OrdinarySharesissuable upon the exercise of warrants to purchase 253,269OrdinaryShares(the“Empery TaxIIIWarr